This Month’s Regulator’s Question: What are the key issues to cover in a board orientation presentation?

Good board governance is key to maintaining a well functioning regulatory body.  For many self-regulatory bodies, January is the month when new members are in incorporated into their boards, making the annual board orientation of board members all the more important.

Board orientations can be long two-day affairs, or simple half-day presentations, depending on the complexity of the work of the particular board, the number of new members, the experience level of the board members, and any significant governance issues arising in the past year which remain challenging. Our firm’s board orientation workshop is typically customized for each particular regulator, but key issues we always cover include the following:

1. Understand your duties as a board member

All boards should have an oath or affirmation that board members take every year.  An oath should include commitments of honesty and loyalty to the regulatory body and its mandate, a promise to act lawfully and carry out the board’s work faithfully.

All boards should also have a board manual setting out the roles and responsibilities of the chair, the vice chair, and the members of the board, as well as the board’s procedures, and its policies.

2. Understand the mandate of the regulatory body

All boards need to understand the statutory mandate of their regulatory body. For professional self-regulatory boards, the invariable mandate is to superintend the profession to meet the public interest.

3. Understand the board’s resources and procedures

Board members should understand the process for how to access information which assists them in carrying out duties.  Typically, these resources include the board manual, the staff manual, contracts (where the board exercises appointment powers), policies of the regulatory body, and of course, the head administrator or staff member who assists the board.

Key procedures to cover in an orientation include protocols for triggering, setting the agenda, and holding board meetings, voting requirements, the in camera process, policy and by-law making processes, and elections.

When in doubt, ask the administrator who supports your board, as it is part of his or her duty to support your work.

4. Understand the board’s role in the structure of the regulatory body

An efficient regulatory body is one that is clearly structured so that the duties of the board, staff, committees, and consultants are distinct and respected by each group. The separation of duties should be set out in the board manual and staff manual.

5. Understand your duty of confidentiality

Board members invariably understand that board matters are confidential.  However, the practical application of confidentiality can sometimes be challenging.  A review of confidentially measures should include the protocol for maintaining the security of paper and electronic documents, emails, and smart phone data (e.g. Blackberries and iPhones), and their proper disposal.   Other practical areas of confidentiality helpful to cover include the parameters of what board members can discuss with non-board member colleagues (remembering that board members who are members of the profession that their College superintends often spend their days surrounded by professional colleagues), media protocol, and the policy on speaking to the public.

6. Understand when actual or apparent conflicts of interest may arise

Again, all board members tend to understand they should do their best to avoid conflicts of interest and any appearances of conflict, but the practical application of conflicts principles can be confusing. Board members should understand how to identify a conflict of interest or an appearance of one, how to disclose such conflicts, and how and when to recuse themselves from matters to resolve conflicts.  I find it helpful to give plenty of examples of clear and not so clear scenarios that could arise in that particular profession and discuss the procedures for disclosure and recusal.